Motion To Dismiss Denied As To Contract Claim, Granted As To Quantum Meruit

Posted: February 11, 2026 / Written by: Samuel L. Butt, Thomas A. Kissane, Channing J. Turner, Joshua Wurtzel / Categories Breach of Contract, Contract Interpretation, Motion to Dismiss, Quantum Meruit

Motion To Dismiss Denied As To Contract Claim, Granted As To Quantum Meruit

On November 24, 2025, Justice Andrew Borrok sustained plaintiff’s claim for breach of contract, while dismissing its claim for quantum meruit as duplicative. The case is Torreya Partners LLC v. Sandoz Inc., Index No. 653040/2025.

Plaintiff provided transaction advisory services and sought to recover a success fee equal to 5% of the consideration received by defendant as part of a transaction, defined in the parties’ contract, with respect to treprost, a pharmaceutical product. Complaint, ¶1. Plaintiff brought claims for breach of contract and quantum meruit and defendant moved to dismiss, arguing that the contract called for plaintiff to be paid only as to amounts received by defendant for which plaintiff was the procuring cause.

Justice Borrrok began by reviewing the contract’s definitions of “Transaction” (“a potential sale or partnership transaction for a group of generic products” appearing on an annexed schedule that included treprost) and “Services” (including tasks the complaint alleged plaintiff had performed). Slip op., pp. 1-2. He then concluded:

the Agreement itself is not a brokerage agreement requiring the Services to be provided by Torreya to be the procuring cause of a partnership arrangement or a sale. The Agreement does not say that or anything like that. Instead, the parties agreed that Torreya is a service provider who, as discussed above, agreed instead of receiving a lump sum payment for the provision of the Services to accept as compensation a percentage of Payments.

Id., p. 3.

As the contract defined “Payments” broadly as “total consideration received or receivable” to defendant, defendant’s “procuring cause” argument, “at best . . . amounts to there is an ambiguity not properly resolved at this stage of the litigation.” Id.

Moreover:

The Agreement does not however appear to be ambiguous and it does not support the Defendant’s argument without the addition of additional language [and] . . . were the Court to consider extrinsic evidence, the extrinsic evidence does not appear to support the Defendant’s position either in that the pro forma spread appears to indicate that the parties understood that Torreya would receive 5% of the Net Present Value of the 10 year projection.

Slip op., p. 4. The quantum meruit claim was dismissed with citation to Sheiffer v Shenkman Capital Mgt., Inc., 291 A.D.2d 295, 295 (1st Dept 2002), id., p. 1, which held that “the existence of a valid and enforceable written contract governing the disputed subject matter precludes plaintiffs from recovering in quantum meruit.”

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning contract interpretation, motions to dismiss or quantum meruit.